13. The qualification of voters at its meetings and the mode of voting.

14. The manner of dividing land and selecting or alloting the lots. 15. The manner of altering or amending the certificate of incorporation.

16. Such other provisions not inconsistent with law as shall be necessary for the convenient and effective transaction of its business.

Such certificate must be approved by the superintendent of banks and filed in the office of the clerk of the county in which such corporation shall have its principal business office, and a certified copy thereof shall be filed in the office of the superintendent of banks. Thereupon the persons who have subscribed such crtificate and such. other persons as shall become members of the corporation and their successors shall be a corporation by the name specified in such certificate.

(Former section 196; L. 1898, ch. 193, § 1.

See General Corporation Law, §§ 4, 5, 7-9, 23-25, 28-32, 37-41; Penal Law, §§ 660, 661, 668.

§ 261. Powers. The directors of every such corporation may call in and demand from the members and stockholders thereof, all sums of money by them subscribed, at such times and in such payments or instalments as the certificate of incorporation shall prescribe, under the penalty of forfeiting the shares of stock subscribed for and all previous payments made thereon, if payment shall not be made by the member or stockholder within sixty days after a personal demand made or notice requiring such payment shall have been published for six successive weeks in the pewspaper nearest to the principal place of business of the corporation. But no corporation organized under this article shall purchase or deal in or take security upon real estate situate more than fifty miles from its principal office for the transaction of its business, and no such corporation shall make deductions from stock payments for running expenses.

(Former section 196a; L. 1898, ch. 193; L. 1906, ch. 573.)

See General Corporation Law, § 34; section 186, ante.

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§ 262. Borrowing money. Every such corporation shall have power to borrow money for temporary purposes not inconsistent with the objects of its organization, but no such loan shall have a longer

duration than three years, nor shall its indebtedness for money so borrowed exceed at any one time one-fourth of the aggregate amount of its shares and parts of shares and the income thereof actually paid in and received.

(Former section 196b; L. 1898, ch. 193.)

§ 263. Dividends. - Dividends declared from the earnings of the corporation shall be payable in such manner as may be provided in the certificate of incorporation.

(Former section 196c; L. 1898, ch. 193.)

§ 264. Monthly payments. No holder of shares shall be exempt from making the monthly or other stated payments provided in the certificate of incorporation on the ground that by reason of losses or otherwise, the corporation has continued longer than was originally anticipated, whereby the payments made on such shares have amounted to more than the amount originally intended, with legal interest thereon. The imposition of fines for nonpayment of dues or fees or for other violation of the certificate of incorporation, or the making of any monthly payment required by the certificate of incorporation, shall not be deemed a violation of the provisions of any statute against usury.

(Former section 196d; L. 1898, ch. 193.)

§ 265. Liability of stockholders and directors. A stockholder of such corporation shall be liable to the creditors for the amount unpaid on the stock held or subscribed for by him. The directors or other officers of every such corporation shall be personally liable for any fraudulent use, disposition or investment of any moneys or property belonging to it, or for any loss which shall be incurred by any investment other than such as are mentioned in and authorized by this article, made by any such directors or officers, but no director or other officer shall be so liable unless he authorized, sanctioned, approved of or made such fraudulent use, disposition or investment. (Former section 196e; L. 1898, ch. 193.)

See Stock Corporation Law, §§ 27-29, 56-59; Penal Law, §§ 290, 297, 298, 664, 665, 668; see references under section 196, ante.

§ 266. Exemption of shares from sale and execution. The shares held by the members and stockholders of every such corporation shall

be exempt from sale on execution for debt to an extent not exceeding six hundred dollars in such shares at their par value. Shares held by members of associations incorporated under the provisions of laws of eighteen hundred and seventy-two, chapter eight hundred and twenty, together with any amounts of deposits or assessments made on account thereof, shall be exempt from attachment or sale on execution for debt, to an extent not exceeding one thousand dollars, in such shares, deposits or assessments at their par value; provided, the person holding such shares is not the owner of a hometead.

(Former section 196f; L. 1898, ch. 193.)

8267. Reports. -On the first day of January of each year every such corporation shall make a written report to the superintendent of banks, in such form and containing such matters as he shall prescribe. Such reports shall give the condition of such corporation at the close of business on the thirty-first day of December in each year; and such corporation shall also make reports to the superintendent of banks whenever required by him and as of the day designated by him.

(Former section 196g; L. 1898, ch. 193.) See sections 21, 22, 24, ante.

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ARTICLE 8.

MORTGAGE, LOAN AND INVESTMENT CORPORATIONS.

SECTION 280. Incorporation.

281. Deposit required; authorization certificate.

282. General powers.

283. License.

284. Verified statement to be furnished.

285. Issue of license.

286. Unlicensed companies prohibited.

287. Revocation of license.

288. Designation of superintendent as attorney.

§ 280. Incorporation. Five or more persons may become a mortgage, loan or investment corporation by making, asknowledging and filing in the office of the clerk of the county where such corporation is to be established, and in the office of the superintendent of banks, a certificate in duplicate which shall state:

1. The name by which such corporation is to be known.

2. The particular city, town or village where its operations are to be carried on.

3. The amount of its capital stock, which shall in no case be less than one hundred thousand dollars.

4. The names and places of residence of its stockholders, and the number of shares held by each.

5. The date at which said corporation shall commence and terminate.

6. The number of directors, which shall not be less than five, and the names of the stockholders who shall be directors for the first year of its incorporation. accompanied with a declaration that each incorporator will accept the responsibilities and faithfully discharge. the duties of a director therein, if elected to act as such.

A duplicate of such certificate when filed shall be recorded by the county clerk in the books kept for the record of certificates of incorporation, and a duplicate by the superintendent of banks in a book to be kept by him for that purpose. Such certificate may provide for the increase of capital stock and of the number of persons forming

the corporation, and for such other changes not contrary to law, as may be thought proper.

(Former section 197; L. 1896, ch. 452.) See section 180, ante.

§ 281. Deposit required; authorization certificate. Upon it appearing satisfactorily to the superintendent of banks that the capital stock of said corporation has been paid in cash and that it has otherwise complied with law, and upon his receiving a deposit to the amount of one thousand dollars to be held by him as a pledge of good faith and a guaranty of compliance with this chapter on the part of such corporation, to be in such securities and assigned in the same manner as specified in section seventy-six of this chapter in reference to deposits to be made by banks and individual bankers, he shall issue his authorization certificate as provided in section thirty-two of this chapter.

(Former section 198; L. 1896, ch. 452.)

See sections 12-14, ante.

§ 282. General powers. In addition to the powers conferred by the general and stock corporation laws, a corporation organized as provided in the two preceding sections shall have power to sell, offer for sale or negotiate bonds or notes secured by deed of trust or mortgages on real property situated in this state or outside of this state, or choses in action owned, issued, negotiated or guaranteed by it, and may receive money or property either from its own stockholders or other persons in instalments or otherwise, and may enter into any contract, engagement or undertaking with such persons for the withdrawal of such money or property, at any time, with any increase thereof, or for the payment to them or to any person of any sum of money at any time, either fixed or uncertain, excepting that said corporation can not do a general deposit business without complying with the provisions of section fourteen of this chapter.

(Former section 199; L. 1896, ch. 452.)

See General Corporation Law, §§ 11, 13, 14; Stock Corporation Law, §§ 16-18, 50, 52, 55, 61-64; section 186, ante.

§ 283. License. The superintendent of banks may issue a license under his hand and official seal, in accordance with the provisions of this article, authorizing mortgage companies organized